Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-031512
Date:2020-11-16
Issuer: MYLAN II B.V. (MYL)
Original Submission Date:

Reporting Person:

DIMICK NEIL F
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
ORDINARY SHARES 2020-11-16 D 51,263 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 45.72 2020-11-16 deemed execution date D 2,974 (d) 2024-04-11 ordinary shares 2,974 $45.72 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 50.66 2020-11-16 deemed execution date D 2,603 (d) 2025-11-17 ordinary shares 2,603 $50.66 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 46.27 2020-11-16 deemed execution date D 2,788 (d) 2026-02-17 ordinary shares 2,788 $46.27 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 45.18 2020-11-16 deemed execution date D 2,928 (d) 2027-03-03 ordinary shares 2,928 $45.18 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 40.97 2020-11-16 deemed execution date D 2,984 (d) 2028-03-02 ordinary shares 2,984 $40.97 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 27.45 2020-11-16 deemed execution date D 4,352 (d) 2029-03-01 ordinary shares 4,352 $27.45 0 direct
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY 17.48 2020-11-16 deemed execution date D 6,151 (d) 2030-03-02 ordinary shares 6,151 $17.48 0 direct
RESTRICTED STOCK UNITS 0.0 2020-11-16 deemed execution date D 9,440 (d) ordinary shares 9,440 $0.00 0 direct
Footnotes
IDfootnote
f1 on november 16, 2020, mylan n.v. ("mylan") completed the transaction pursuant to which mylan combined with pfizer inc.'s ("pfizer") upjohn business (the "upjohn business") in a reverse morris trust transaction (the "combination") and upjohn inc. ("upjohn") became the parent entity of the combined upjohn business and mylan business and was renamed "viatris inc." ("viatris"). pursuant to the terms of the business combination agreement (as amended), dated july 29, 2019, by and among mylan, pfizer, upjohn and certain other affiliated entities, upjohn and mylan effected the combination through a series of transactions, including that (1) mylan merged with and into mylan ii b.v. with mylan ii b.v. surviving the merger as the legal successor of mylan and (2) each holder of mylan ordinary shares received one share of viatris common stock for each mylan ordinary share held by such holder (subject to any required withholding tax).
f2 represents ordinary shares of mylan that were exchanged on a one-for-one basis for shares of viatris common stock in connection with the combination. on the effective date of the combination, the closing price of a mylan ordinary share was $15.85 per share.
f3 represents stock options to acquire mylan ordinary shares that were exchanged for stock options to acquire viatris common stock having substantially the same terms in connection with the combination.
f4 these options vested on april 11, 2015.
f5 these options vested on may 1, 2016.
f6 these options vested on february 17, 2017.
f7 these options vested on march 3, 2018.
f8 these options vested on march 2, 2019.
f9 these options vested on march 2, 2020.
f10 these options will vest on march 2, 2021.
f11 represents restricted stock units ("rsus") of mylan that were exchanged on a one-for-one basis for rsus of viatris having substantially the same terms in connection with the combination.
f12 each rsu represents the right to receive one ordinary share of mylan. the rsus will vest on march 2, 2021.
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